-----Original Message-----
From: Bill H. [mailto:[EMAIL PROTECTED]
Sent: Saturday, September 25, 2004 3:42 PM
To: [EMAIL PROTECTED]
Subject: RE: [U2] RE: U2 User's Group Charter
Will:
I have just a few comments. Generally, my comments have to do with the Board.
It has always been my view that the Board should be elected annually. Good
Board members are almost always re-elected in non-profits. However, if one
wants to get rid of a Board member it is much easier to simply vote them out
rather than taking extreme and difficult measures. Secondly, the Board should
always have the authority to constitute themselves by appointing officers.
There is no need for the membership to be involved with such matters as this
is every much a Board matter as say when and where to conduct their meetings.
I probably missed a few things but I hope you find this useful. :-)
Bill
ARTICLE III - MEMBERS
Section 2: Membership Term.
Membership is granted for one year with sufficient grace period for renewal,
unless terminated as described in Section 5 (Termination of Membership).
Section 5: Termination of Membership.
Membership may be terminated in the following manners:
1) A member may allow their membership to lapse by not renewing (paying
dues),
2) A member may remove themselves from membership in the Group by
following instructions provided in the policies and procedures document,
3) The Board of Directors may remove anyone from membership in the Group,
without cause, by a two-thirds majority vote of all eligible Board members,
The Board of Directors will then notify the member of their termination and
the terms, if any, under which the individual may re-apply for membership. In
no event will the member be entitled to any refund of previously paid dues or
assessments upon termination, or thereafter.
Section 6: Member Rights.
Each member has the right to vote:
1) to annually elect members of the Board of Directors,
2) to remove any member of the Board of Directors.
3) in any membership polling efforts,
4) to approve the annual budget,
5) to approve non-budget expenditures, and
6) to amend the Charter.
Members also have the right to comment on any issue presented by the Board
of Directors.
ARTICLE V - BOARD OF DIRECTORS
Section 1: Composition.
The Board of Directors (the Board) consists of 9 members elected annually by
the majority of the membership voting. A Board member must also be a member
of the organization. If a Board member resigns their membership in the
organization then they also resign as a Board member.
Section 2: Officers.
The Board of Directors shall elect the following officers:
1) the President,
2) the Vice President,
3) the Treasurer, and
4) the Secretary
A majority vote of the board is required to confirm the appointments, such
vote to take place at the first meeting of the Board after the annual election
of Board members by the membership.
Section 4: Terms of Office.
All members of the Board of Directors are elected for one-year terms. All
Board Members will remain in office until their replacements are duly elected
and able to assume their duties.
Section 5: Eligibility.
Candidates for the Board must be members, and must have an interest in the
U2 product line. All Candidates must provide a brief Biography to be included
on the ballot. The Biography must declare if the Candidate has a financial
interest in or is an employee of either the Vendor or the Vendor competitors.
Section 6: Nominations.
All nominees must accept their nomination and meet eligibility requirements
to be considered for placement on the ballot. Any member may nominate them
self for board member.
The Nominations and Elections Committee will conduct the election according
to the procedures described here and in the policies and procedures document.
A member of the Board will serve as the Nominations and Elections Committee
Coordinator.
The election cycle begins with a Nomination Period, 60 days prior to the
annual membership meeting. During this period, members may submit to the
Nominations and Elections Committee nominations for any vacant position.
Nominations must be submitted according to the rules in the policies and
procedures document. The Nominations and Elections Committee will receive
nominations, verify the eligibility of each candidate and confirm that the
candidate is willing to be considered for the nominated position and serve if
elected.
After nominations have closed, 30 days prior to the annual membership
meeting, the Nominations and Elections Committee will gather brief biographies
of each candidate. The candidate should provide information about his or her
relationship to the U2 community, including any potential conflicts of
interest. These biographies will be sent to the membership as part of the
ballot for the ensuing election.
The Nominations and Elections Committee will make finalized ballots
available to all members, according to rules set down in the policies and
procedures document, no later than January 25.
The Nominations and Elections Committee will certify the election and
announce the results no later than 15 days after the annual membership
meeting. The decisions of the Nominations and Elections Committee with respect
to election results are final.
Section 7: Vacancies.
In the event of any Board vacancy, the Board will appoint a new Board Member
to fill the vacancy for the remainder of the current year. Any appointed Board
member will be eligible for nomination at the next election.
If the vacant position is that of an officer of the Board, the Board will
hold a special election to choose a officer. If the vacant position is that of
the President, the Vice-President will immediately become the President, and
the Board will hold a special election to choose a new Vice-President.
Section 8: Removal from Office.
The following are the only methods a Board member may be removed from
office:
1) a Board member may tender their resignation to the President of the
Board at any time, for any reason,
2) a Board member may be removed from the Board by a two-thirds majority
vote of all Board members, or
3) the membership may request the removal of a Board Member. A request to
have a Board member removed, stating just cause, must be signed by 50 members
or 10% of the membership, whichever is less, and must be sent to the
President. Requests for the removal of the President must be sent to the
Vice-President. The board must schedule a membership election within 30 days.
A majority vote of all the membership is necessary to remove a Board Member
from office.
ARTICLE VI - QUORUM
Section 1: Quorum of membership.
All members voting on an issue presented to the membership constitute a
Quorum, except as required by Article V, Section 8 (Removal from Office) and
Article 11 (Amendments). A simple majority of the quorum will be sufficient to
approve a question.
Section 2: Quorum of Board.
A simple majority of the current board members plus one constitutes a Quorum
of the Board, except as required by Article V, Section 8 (Removal from
Office). A simple majority of the quorum will be sufficient to approve a
question. If two consecutive meetings fail to achieve a quorum, then the third
meeting will be declared to have achieved a quorum regardless of the number of
board members in attendance. In this situation, a simple majority of members
present will be sufficient to approve a question.
ARTICLE VIII - MEETINGS
Section 4: Annual Meetings.
There must be at least one meeting of the membership during each calendar
year. During this meeting the membership must vote on:
1) The election of the Board of Directors,
2) the annual budget and any special assessments, and
3) any issues which the Board deems appropriate.
Annual meetings must be scheduled during January of each calendar year. It
is the responsibility of the Board to organize this annual meeting.
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